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Glazer and FitzGibbon on Legal Opinions: Drafting, Interpreting and Supporting Closing Opinions in Business Transactions (3rd Edition)

Glazer and FitzGibbon on Legal Opinions: Drafting, Interpreting and Supporting Closing Opinions in Business Transactions (3rd Edition)

Author: Donald W. Glazer; Scott T. FitzGibbon; Steven O. Weise
Publisher: Wolters Kluwer Legal & Regulatory U.S.
ISBN: 9780735560659
Published In: January 2022
Format: Hardback + CD-ROM , 1500 pages
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents

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Now you can draft and defend accurate, well-supported third party legal opinions with complete confidence! In Glazer and FitzGibbon on Legal Opinions: Drafting, Interpreting, and Supporting Closing Opinions in Business Transactions, Third Edition, three outstanding authorities give you intensely practical guidance - including sample opinion language throughout the text - that shows you how to determine which versions of the standard opinion clauses you should use, establish the factual basis for the opinion, and take all the steps necessary to support your opinion. The authors describe customary practice and its implications, identify areas of uncertainty and suggests how disputed areas should be resolved.

Extensive appendices reproduce all the ABA and TriBar Opinion Committee Reports, as well as all the Bar Association reports of various states. This valuable information is also included on a bonus companion CD-ROM.

Introduction
The Opinion Framework
Unqualified, Qualified, and Reasoned Opinions
Establishing the Factual Basis for the Opinion
Responsibility of Principal Counsel for Opinions of Other Counsel
Opinions on Company's Status as a Corporation: Incorporation, Existence, and Good Standing
Opinions on Qualification to Do Business and Good Standing in Jurisdictions Other than the State of Incorporation
Opinions of Corporate Power
The Enforceability Opinion
Opinion That Stock is Duly Authorized, Validly Issued, Fully Paid and Nonassessable
Opinions on Secondary Sales of Stock
Opinions on Security Interests in Personal Property
No Violation of Law Opinions
Opinions on Compliance with Court and Administrative Orders
Opinions on Governmental Approvals and Filings
"No Breach or Default" and Related Opinions
No Litigation Opinions
Negative Assurance